Twilight vs The Birds
by e.e. baker
Summary: When a noisy flock of crows decides to roost on Twilight Sparkle's library tree, keeping her awake all night and refusing to leave, she eventually resorts to drastic measures to run them out of town. Unfortunately, Twilight realizes too late the terrible truth about crows. They never forgive or forget. And they have allies.


Twilight vs. The Birds

"Okay, Spike, put on your game face," Twilight Sparkle said. "We're about to make history! Do you have the book?"

"Arcane Principles of Advanced Alchemy," Spike said. "Yep, right here." The young dragon held the book up for his friend to see.

"Are all my notes in order?"

He held them up. "Collated and annotated just like you asked."

"What about my notes on the annotations?"

"All here."

Twilight smiled. "Great. Thank you, Spike." Her horn glowed brightly and she used her magic to take the stack of notes from Spike's small hands. Her purple mane, cut in bangs at the front and highlighted with streaks of plum and magenta was pulled back from her face and held in place with a net. She looked over a table in front of her, scattered with various alchemical implements and small bowls filled with precisely measured portions of crushed, ground, or calcined reagents.

She reviewed her apparatus. "Alembic, check. Receiver, check. Calcinator, retort, beakers? Check."

She carefully studied her notes, reviewing one last time the required reagents and measurements. Opening Arcane Principles of Advanced Alchemy, Twilight spent a few minutes reviewing the alchemical procedures and other information described there.

"It looks like the final transmutation will be a little tricky. Lacking philosopher's stone, we'll just have to make do with a good old fashioned stabilization spell to regulate the transmutation. It's not nearly as efficient, but I'm sure it'll be enough for our needs. Okay, let's get this show started." She put on a pair of safety goggles.

Spike looked at her and started chuckling. "Is that your game face?" He put his hand over his mouth to stifle a small burst of laughter.

Looking at him disapprovingly, Twilight took on her most teacherly of voices. "Spike, goggles are a practical and essential element of lab safety, especially when working with heated or volatile reagents. You know that."

"Whatever you say... fish eyes." He started laughing again.

She narrowed her eyes at him. "Listen, buster. I want you wearing a pair too." She picked up an extra pair with her magic and held them out to him.

Spike's face fell. "Aww…"

She gestured to the goggles with a hoof. "Put them on, Spike."

"Fine." He obeyed.

Twilight sighed. Why couldn't he see how important this was to her? He could at least pretend for her sake. "Come on, Spike. Can't you try to show a little more enthusiasm here? The elixir of youth will virtually reverse the aging process. It's guaranteed to eliminate or reduce the appearance of sagging skin, fine lines and wrinkles. So many ponies are going to benefit from this. Don't you care about making pony's lives better?"

"Sure," Spike said. "But couldn't we try something cooler? He opened the alchemy book to a specific page and pointed to it. "Like maybe transmuting iron into gold?"

Twilight made a noise of irritation. "Seriously, Spike. That sort of thing is all _kinds_ of illegal. Do you have any idea of the havoc that would wreak on the value of the bit? Besides... it's been done before. We're supposed to be making history. Remember?"

Spike closed the book. "Illegal, huh? What kinds of illegal exactly? I'm curious."

"Like getting ourselves banished and imprisoned in the place where we're banished to kinds of illegal, Spike."

Spike nodded. "Ah... point taken."

It occurred to Twilight that she had forgotten something. She thumped a hoof against the floor. "Shoot, we're missing an important addition. Spike, can you go and bring me a vial of alkahest from the storage room please? It'll help draw out the purest essence of the dragon's tear petals." The use of alkahest hadn't been suggested in the alchemy book, but based on the properties of dragon's tear and the difficulty of transmuting it, Twilight decided that it would be a good idea to use alkahest here.

"Sure thing," Spike said. "One vial of universal solvent coming right up." He left for the storage room.

"Just be careful not to drop it," Twilight called after him. "We don't want to dissolve the floor."

Twilight grinned, completely stoked for the task ahead. Imagining all the aging ponies who would be grateful to her for creating the elixir of youth, she began speaking in a mock elderly voice. "Oh thank you, deary! Oh thank you! I feel as spry as a filly again!" She switched back to her normal voice. "No, no. No need to thank me, Granny Smith. It's all in a day's work for—"

She heard Spike cry out. "Gaah! Twilight!"

Twilight whirled around to see Spike cowering under a table near the door to the storage room. She stared at him in alarm. "Spike, what is it? What's wrong?"

Spike pointed with a trembling claw. "There. Th—the window. Twilight, make it go away!" Looking where Spike pointed, she saw a big black bird perched on the window sill. It cocked its head and studied the unicorn and the young dragon quizzically.

Twilight raised an eyebrow. "Spike… it's just a crow. What's gotten into you?" She walked to the window and stretched out a hoof toward the bird. "Hello there, my feathered friend. What brings you here?"

"Twilight, don't!" Spike said, putting his hand out toward her. "Crows are bad news. You don't want that thing coming in here. What if it's a sign of some great disaster about to descend on Ponyville? What if it's here to deliver a message of doom from the depths of Tartarus?"

"Spike, what are you _talking_ about?"

Spike made a wide motion with his arms. "Everypony knows that crows are harbingers of doom!"

"Oh, Spike," Twilight chuckled. "That's just silly superstition." Using her magic to take a book off the shelf behind her, she opened it to a section on unicorn lore. "Some of the greatest wizards in the history of Equestria have kept crows as faithful familiars. Some, like Titus the Green, even chose to take the form of a crow at times. They're intelligent, social, resourceful, and able to thrive in almost any environment. There's nothing evil about them."

The crow on the windowsill cawed loudly and launched into the air with a heavy beating of wings. "Well," Twilight said. "We really should get back to work." She began to turn away from the window but then paused. "It's getting awfully noisy outside. Have you noticed, Spike? It sounds like…"

Putting her head out the window, she saw that the branches of her library tree were covered in an entire flock of crows, all cawing and chattering loudly to one another. She lifted her goggles and stared open-mouthed. "Wow… that's a lot of crows." Spike shrunk further under the table and could only manage a small whimper in response.

.

**Cue opening theme song.**

.

Having shut all the windows in the library to drown out the noise of the birds, Twilight carefully monitored a boiling mixture of the calcined ashes of ginseng root and dragon's tear flower petals dissolved in alkahest, inside the alembic. "Spike, how is that second distillation coming along?" she said.

He didn't answer.

"Spike?" She looked up to see him staring out the window. "Spike, this is delicate and precise work we're doing here. Try to focus, please. The birds are not going to hurt you."

"Oh... sorry, Twilight." He resumed his task, but Twilight could tell by the way he kept glancing back, that he was anything but focused. She had to admit she was having trouble concentrating too. It seemed the noise from the crows outside had gotten much louder and more incessant within the past twenty minutes. A frown deepening on her brow, she tried to put the noisy birds out of her mind.

Using a quill, Twilight made some notes on the action she observed inside the alembic. She watched as the steam from the precisely heated, evaporating solution rose to the top of the alembic, condensed in the narrow glass tube at the top, and then trickled down into the receiver next to it as the pure, distilled magical essences of the ginseng and dragon's tear.

Once she had distilled enough essence, Twilight turned off the burner under the alembic. She lifted the receiver into the air and studied its contents. The essences gave off a faint glow, the exact shade of red she hoped for.

She felt her excitement growing. "We're halfway there, Spike! Now we just have to—"

A loud caw burst out directly behind her. Startled, she gasped and lost her magic hold on the receiver. It fell and shattered on the floor. Twilight stared in horror at the essences running in little streams in all directions across the floor. "Oh no! The dragon's tear petals are extremely rare! Now the essence is contaminated!" She turned around and glared at the big crow perched on the windowsill behind her.

"I thought you closed all the windows, Twilight," Spike said.

"Yeah," Twilight said, "So did I." She walked to the window and flapped a hoof at the bird. "Hey, you. Shoo!"

The bird just looked at her, refusing to budge.

"Listen, you can't stay here," Twilight said. "You're disrupting the march of progress. Go on. Shoo, crow. Shoo."

The bird gave another loud caw, then turned up his tail at her, spread his wings and flew off. He left a significant white splatter on the windowsill behind him. Spike snickered despite himself. "Hey look, Twilight, I think he left you a present."

Twilight looked at the bird dropping with a mixture of disbelief and revulsion. Spike fell on his back, laughing and pointing at her. "You should see the look on your face! Talk about priceless!"

She glared at him fiercely. Spike's laughter trailed off and he cleared his throat, giving her an apologetic look.

"Whatever happened to 'oh no, scary, evil crow, make it go away?'" Twilight said.

Spike got up off the floor. "Maybe they're not so evil after all. Just super rude."

Twilight closed the window, latching it securely before turning back to the alchemy table. She sighed wearily. "How much dragon's tear do we have left, Spike?"

"Looks like about five ounces," he said, after measuring out the remaining contents of the reagent bowl.

"That's enough for one more try. Let's hope to Celestia nothing else goes wrong."

.

An hour later, Twilight had distilled another batch of essences and now prepared to attempt the final transmutation that would hopefully create the fabled elixir of youth. "Now time for the stabilization spell," she said. She powered up her horn and a magical aura surrounded the glass transmutation chamber. Spike poured all the distilled essences into the chamber and they began to glow together.

Twilight watched in eager anticipation. She checked her notes one more time. This was it. The essences looked to be reacting exactly as her notes predicted. She danced on the tips of her hooves in excitement. "Spike, I think it's working!"

The essences glowed brightly, then transmuted to a dull, brown dust. Twilight stared at the stuff, her smile vanishing.

"Was that not supposed to happen?" Spike said.

"This is not right at all! It's not supposed to turn to... dust!" Twilight planted her face against the table. "Aagh! What went_ wrong_? I did everything exactly according to my notes."

"Maybe we had the wrong reagents."

"No, Spike. I know we had all the right reagents."

"Maybe the measurements were wrong?"

"Spike, you and I have both been researching this formula for months. We had all the reagents. The measurements weren't wrong. This should have worked!" She grabbed the alchemy book and began flipping quickly through it. "It makes no sense! What could I have possibly missed?"

"Uh, Twilight, you're getting that freaky look in your eyes again," Spike said. "Maybe you should sit down for a minute and take a deep breath."

Twilight tried to pull her thoughts together and concentrate on the book, but the noise from the crows had become intolerable. "Ugh! Those crows! I can't even hear myself _think_! You were right, Spike. The crows have to go."

She closed the book, opened her front door and marched outside. Spike crept to the doorway and watched her from there. Twilight looked up into the branches of her library tree, where there were easily twice as many crows as when she first saw them. She called out to the crows in a polite and measured tone of voice. "Excuse me, crows. Hello there. May I have your undivided attention please?"

They seemed not to hear her, chattering and cawing merrily on. She cleared her throat and tried again, this time louder. "Crows, excuse me! You may not have realized, but this is my house. Not a roosting tree. Now if you don't mind, I'm working on something very important right now and I simply can't concentrate with all the noise out here."

A few crows glanced at her, but otherwise they paid her no mind. "Listen, you guys can't roost here," she pressed. "I mean it!" When she received no further response, her patience began to reach its limit. "Hey crows!" she yelled at the top of her lungs.

The birds fell silent and they all stared at her.

"Good," she said. "Now that I have your undivided attention, I need to make a few things clear. First, I think I've been very patient and reasonable with you guys, so I don't think it's too much to ask that you find a new tree to roost in. Second, I have been working on something here to improve the lives of ponies while all you care to d-do is sit there and... and..."

Her voice trailed off as she noticed how deathly still the birds had become. A hundred pairs of beady black eyes fixed on her, intense and unmoving. Why were they staring at her like that? She felt an eerie prickling on the back of her neck as her skin grew cold and clammy. Why the hay were they _staring_ at her like that? She slowly backed up into her doorway.

"Well... I can see you guys are comfortable sitting there. Just think about what I said, okay? Um... I'll just... go back inside now. And uh, leave you to whatever it is you... do. Up there." She ducked into the library and quickly shut the door. She looked at Spike, who was hiding under the table again. "Well, that was disturbing."

"What are you going to do now?" Spike said.

"Maybe if we just tolerate them for a little while, they'll eventually leave on their own. They've got to eat or sleep or something, don't they?"

x x x x

It was long past midnight and Twilight lay wide awake in bed, staring at the ceiling, the red veins visible in her bloodshot eyes. The deafening cawing, croaking, and chattering of the crows had continued non-stop all afternoon, all evening, and deep into the night. Birds came and went throughout the day, swelling in number until they covered every inch of every branch of her library tree. Twilight had made no more progress on the elixir of youth, or anything else that day. Nothing. Nada. Zilch. An entire day wasted. She lay with cotton stuffed into her ears but it made little difference.

She shifted position and stared at the clock above her nightstand. Two AM. Each passing minute seemed to last for an eternity. Hour after hour, she had lain there. And lain there. Then she leapt to her hooves in her bed, breathing heavily, eyes blazing with anger. "Ugh! I can't_ stand_ it anymore!" She left her bed and dashed out of the room, heading down the stairs.

Spike lifted the pillow that he had wrapped around his head to watch her leave. "Twilight, where are you going?"

Twilight burst out her front door, yelling at the crows. "Out! Now!"

She could barely hear own voice above the din they made. She lit her horn and used a spell to amplify her voice to the level of a megaphone. "Birds out of the tree! Now!"

The birds fell deathly silent again, fixing their eyes on her.

Twilight was unmoved. "Oh no you don't! You're not getting rid of me that easily this time! I want you all off of my house! I can't sleep, I can't work, I can't eat, I can't think, I can't do anything! Are you listening to me?"

They grew noisy again as if she wasn't there.

Twilight stomped around on the ground in little circles. "Out, out, out, out, out,_out_!"

When the birds continued to ignore her, she cast a spell to increase the strength in her hind legs, turned her back to her house and bucked it as hard as she could. The impact reverberated through the hollow tree and all the way to the very top branches, forcing the birds to hold on for dear life. She bucked the tree again and again. She could hear books tumbling off the shelves inside, but she didn't care at this point.

The crows suddenly launched from the tree and dove straight at Twilight. She stumbled back in fright as they swarmed her, her entire view filling with a mad, blinding flurry of wings, talons, and beaks. The crows scratched and pecked at her viciously. The noise of their cawing and screeching stabbed into her ears, drowning out the world around her as they tore at her ears, mane, and tail,

Twilight let out a terrified wail as she lost all sense of direction and tumbled onto her back, firing off wild bolts of magic in a vain attempt to fight off the swarm. "Ow! OW! "Spike, hellllp! Somepony do something!"

x x x x

Rarity woke up in the middle of the night to a knocking at her front door. The unicorn rolled over in her opulent bed and pulled the silken sheets over her head. She tried to ignore the noise at her door, but in only grew more insistent. Groaning in groggy frustration, she lifted her lace-lined sleeping mask and looked at her clock.

"Who in the world? At this grotesque hour?"

Rising from bed, Rarity stepped into four fuzzy slippers, and threw on a pink robe against the cold night air. Muttering darkly, she made her way downstairs to the front door. She opened it and found Twilight and Spike standing there. Each carried a blanket and a pillow with them.

"Hi, Rarity," Spike said.

"Spike? Twilight, dear?" Rarity yawned and rubbed her eyes with a forehoof. "Do you realize what time it is?" Then she noticed, with a shock, Twilight's appearance. She was bruised and dusty with twigs and dirt all in her disheveled mane and tail. "Twilight! What happened to you, darling? You're a dreadful mess!"

"Crows happened," Twilight said.

Rarity raised an eyebrow. "Beg pardon?"

"It's a long story. Suffice to say, Spike and I have been effectively evicted from the library."

"Oh dear."

"Look, I'll—" She yawned long and heavily. "I'll... tell you all about it in the morning. Can the two of us crash here with you for the rest of the night?"

Rarity studied Twilight's face. Those dark circles hanging under her eyes… she was obviously exhausted. "Of course, Twilight," she said. "Please, both of you come in." She stepped aside to let them through the door.

x x x x

At about noon that day, Twilight, Spike, and Rarity walked with Fluttershy in tow, across the town square and towards the library.

"I must say I am intrigued by all of this," Rarity said to Twilight. "I am curious to meet these crows of yours, keeping you from your beauty sleep and by extension, mine."

"Thank you so much for coming back here with us, Fluttershy," Twilight said. "I'm at my wit's end! If you can't talk these crows into leaving, I don't think anyone can."

"Well, I'll certainly try," The pegasus said softly.

When the four friends arrived at the library, Rarity's mouth dropped open at the sight of the massive flock covering the hollowed out tree as well as the branches of several nearby trees. "Oh dear."

"Told you," Twilight said.

Out of one of the nearby trees, a crow flew to Rarity and alighted on top of her head. Cringing, Rarity made a small noise of surprise. The bird looked down into her face and she looked up cautiously to meet its gaze. It cocked its head to one side, then the other.

"Well... they certainly seem like very sociable creatures," Rarity said. "Are they truly as awful as you described, Twi—OW!" The crow pecked her head hard and flew off, cackling.

Rarity stamped her forehooves on the ground. "Ooh! Oh! Of all the nerve!"

"Oh yes. They're the perfect neighbors," Twilight said, eyes half-lidded.

"Horrible black fiends." Rarity huffed and raised her chin into the air while smoothing down her deep violet mane where it had been mussed by the crow. "I'm afraid Twilight is right, Fluttershy. The birds simply must go."

"Well if you're sure—" Fluttershy began.

Rarity rushed up to her face. "They_must!_"

Fluttershy stepped warily back from Rarity and turned to Twilight. "If you're really sure you and the birds can't find a way to live peacefully together, Twilight, I'll do my best to convince them to leave." Fluttershy said, a tone of regret in her gentle voice.

"Oh believe me," Twilight said, "I tried peaceful. Peaceful doesn't work unless it goes both ways, you know."

"I guess you're right."

Fluttershy stood under the library tree and looked up into the branches. She cleared her throat and said to the nearest bird, "Excuse me, sir." She smiled when the crow and several others looked her way. "Hello there. How are you today? You're well, I hope. Will you please get the attention of your friends for me for a few moments? There's something I would like to say to all of you."

The crows just stared at her, unmoving.

Fluttershy cleared her throat. "Okay… well… just relay a message to your friends then?" She looked at each of the crows, who still gave her no response. "Oh. Okay. Well, I... I just wanted to say that I know that you all need a nice place to live. This is a very nice tree that you've found, but it already belongs to someone. My friend Twilight Sparkle. She loves visitors but she can't sleep or work on her magical studies with so many of you here all around her house. Think about how you all would feel if somepony came to your house and moved in without asking, kept you awake all the time, and refused to leave when you asked them to? It would make you feel pretty rotten, wouldn't it? Now there's lots and lots of nice, big, green trees out in the Everfree Forest just outside of Ponyville. You can relax and enjoy time with all your friends in any tree you want there with no one to disturb you. Come on. I'll show you the way. Will you all please come with me?"

The crows turned away from her, rejoining the flock in their loud commotion.

Fluttershy turned to Twilight, looking sheepish. "Uh... I don't think they're interested in talking right now."

Twilight stepped passed Fluttershy and yelled at the crows. "Hey, birdbrains! She asked you nicely!"

The crows all glowered at her. Twilight's ears drooped and she immediately regretted opening her mouth. "Uh oh." Two dozen birds launched from the tree and attacked her. Twilight stumbled back, batting at the swarming birds and crying out. "Ouch! Ow! I'm sorry! I didn't mean it! OW!"

Fluttershy waved a hoof wildly at them. "Oh... oh my! Please stop! Oh... please, calm down! Please don't hurt her!"

The crows tossed Twilight to the ground and returned to the tree. Twilight spat out a mouthful of turf and groaned in pain.

Fluttershy became livid. She faced the crows and stomped a hoof at them. "How dare you. How _dare _you!" She spread her wings and flew right up to them. The birds looked startled by her action. "Who do you crows think you are? Oh, I've met people like you before. Just because you outnumber us doesn't mean you get to be bullies! You may think you deserve this tree, that you can run anypony you want out of house and home, but you do not—I repeat you do _not_—hurt my friends! Got that? Now just what do you have to say for yourselves?"

.

All three ponies and Spike fled as if for their lives under a vicious, all-out attack by the entire flock. The friends sprinted away from the library, through Ponyville Central Park.

Twilight launched magical blasts of wind to keep the mass of birds at bay long enough to dive under a picnic table and benches. The rest of her friends quickly joined her there and she erected a forcefield around the four of them. The birds swooped around the forcefield, screeching and raging above the cowering ponies.

"Well... it worked on a dragon once," Fluttershy said. "I'm so sorry I couldn't help you, Twilight." She looked completely dispirited.

"Alright, this is the last straw," Twilight said. No more 'miss nice pony'! I'll teach them a lesson they'll never forget!" She prepared a powerful spell and readied herself to charge at the birds.

Fluttershy gasped. "Wait!" she cried. She grabbed Twilight and pulled her back.

Twilight made a noise of surprise. "Gah! What?"

She kept a hoof on Twilight's shoulder. "You're not getting ready cast a spell that's going to... _hurt_ them are you?"

Twilight immediately felt guilty and the magic vanished from her horn. "Well... you know... I was just... come on, Fluttershy! We've been polite. You tried reasoning with them. It's not working."

Fluttershy shook her head. "Violence is never the answer, Twilight."

"Well, what am I supposed to do then?"

She looked at the ground a kicked a hoof in the dust. "I... I'm not sure. But promise me whatever you do, you won't hurt them. Okay?"

Twilight gave her a pleading look. "But, Fluttershy—!"

"_Promise?_"

Twilight sighed. "Fine. I promise."

"Thank you." She smiled happily.

"Yeah. Don't mention it."

Seemingly satisfied with driving the ponies into hiding under the picnic table, the crows moved off, back towards the library. Twilight was sullen for a few moments, her lower lip pushed out. Then she smiled mischievously as a thought percolated through her prodigious mind. "Guys. I have an idea."

x x x x

It was mid-afternoon and most of the crows had settled down for a siesta. The birds dozed as a lilting breeze moved gently through the leaves around them.

A voice below shattered the quiet of the afternoon. "FIRE!" There was a loud boom and the flock was jarred from their reverie by a terrific blast of multi-colored confetti and streamers. A second blast followed immediately afterwards.

The frightened crows rose from the tree, cawing to one another in confusion.

.

Twilight, Rarity, and Pinkie Pie surrounded the library tree, each standing behind Pinkie's colorful party cannons. Spike stood on top of Twilight's cannon, wearing a blue uniform with a domed hat and plume. He held up a wooden saber as Twilight lit the cannon's fuse.

Furious crows gathered in groups and launched from the tree, diving towards the ponies like hail of black arrows.

"FIRE!" Spike yelled, pointing his saber at them.

The crows were driven back by the blast from Twilight's cannon, followed immediately by second blasts from Rarity's and Pinkie's. The crows tried to regroup and launch again towards the ponies.

"FIRE!"

The cannons boomed in answer. Streamers tangled in the crows' wings and masses of confetti blinded them, throwing the attack into disarray.

Under relentless volleys, the crows scattered and began to flee. Some cawed to their friends, trying to rally them back to the fight but none dared to answer.

"Cease fire!" Spike ordered.

"Aye-aye, cap'n!" Pinkie said, saluting to him.

"Well, I'm glad all that business is over with," Rarity said.

"Wow, Pinkie," Twilight said, watching with delight as the crows fled. "Who would have thought that your party cannons would be just as good at crashing parties as starting them?"

"I know," Pinkie Pie said, looking disappointed. "It doesn't seem right to use them this way."

"Oh believe me, Pinkie, you may be crashing their party but I almost feel like throwing my own party in celebration of their departure."

Pinkie bounced into the air and tossed her riotous magenta mane. "Ooh! I can get on board with that! You grab the balloons! I'll go make out the invitations and get the cake and punch ready!"

Twilight smiled at her friend's antics. "I was thinking of something more low-key, Pinkie. I have been up most of the night, you know. How about cupcakes at Sugarcube Corner?"

"Okay," Pinkie said. "As long as we get to have balloons there."

.

At Sugarcube Corner, Ponyville's premier bakery and confectionery, three lovingly crafted blueberry pies sat cooling on a windowsill. The aroma attracted the attention of several black, flying shapes above. Five crows swooped down from the sky, alighted on the windowsill, and began greedily pecking at the pie crusts.

A portly blue mare with a fluffy pink mane rushed to the windowsill, waving a forehoof at the crows. "No, birds! No! Shoo! Stay away from those pies!"

The crows squawked, then grabbed hold of the pie pan with their beaks and began dragging it off the windowsill. The mare immediately grabbed it in her teeth and pulled back against them. The pie thieves lit into the air, flapping their wings with all of their might to pull the pastry away from her. Finally, she managed to yank it out of the birds' grip and they gave up the fight, squawking angrily as they flew away. Mrs. Cake sighed heavily and repositioned the pie on the windowsill.

The small bell above the door of Sugarcube Corner jingled and Twilight, Spike, Rarity and Pinkie trotted inside. Twilight took one look at the haggard mare and knew something was wrong. "Mrs. Cake?" she said, "What's happened? Are you alright?"

"Oh it's terrible, Twilight," she said. "It's crows. These huge, black birds have been swooping in and out of here all afternoon, harassing my pies. I have no idea where they're all coming from. I've been hearing similar stories from merchants and shop owners all over town."

"Really? I thought it was just my house. Pinkie, you didn't tell me that crows were bothering you here too."

"Oh no. You've been having trouble with the crows too, Twilight?" Mrs. Cake said.

"And how," Twilight breathed. "They decided to roost all over my library yesterday and they kept me awake almost all night. The four of us managed to chase them off a few minutes ago. We came here to celebrate."

"We'll if you managed to get rid of those awful birds from your house, then you have good reason to celebrate." She stepped behind the bakery counter. "What can I get for you girls? And you, Spike, of course."

"A batch of your freshest cupcakes, please," Twilight said.

Spike raised a finger in the air. "With extra icing!"

"Coming right up, dear," Mrs. Cake said. "If the crows haven't eaten them already."

.

With a colorful spread of cupcakes laid out before them, Twilight, Rarity, and Spike munched quietly on one each while Pinkie dug into several at once, gobbling them down with abandon while seemingly oblivious to the world around her.

After eyeing Pinkie with a look of distaste, Rarity swallowed her current mouthful and turned to Twilight. "I wonder where these crows are coming from?"

Twilight looked at her. "What's that?"

"The birds. Why do you suppose all these crows have gathered in Ponyville?"

Twilight shrugged. "Crows are pretty common birds. They must be foraging. They've obviously found plenty of food here. Unfortunately for history, also the biggest tree in town to try and roost in." She ended her last words on a sour note, thinking about the unfinished elixir still sitting on her alchemy table. As soon as she got back, she planned to sleep, then hit the books again in the morning. There was sadly a whole darn lot of research left to be done for the sake of aging ponies.

"About that... don't you find it odd how they seem determined to set up home here? I, for one, shudder to think what it would be like having those awful birds here as permanent citizens. It's as if they think the have more right to your home than you do. They way they've attacked us is not natural at all. I've never seen birds act so horridly to ponies. I talked to Fluttershy earlier and she's never seen anything like it either. Can you believe they wouldn't even talk to her?"

"I admit, it is strange. I don't understand what they hay their problem is, but we pushed back at them hard and we won. I'm sure they're smart enough to think twice now before trying anything like that again."

"I say you just have to show those crows whose boss, then they listen up good," Spike said. "I've been around… I know their types. Push and shove is the only talk they understand." He sat back in his chair and folded his arms across his chest, looking confident after his short stand on the soapbox with her. Underneath it all, Twilight knew his body language well enough to suspect that he was probably trying to reassure himself as much as anypony else.

Rarity looked at him sidelong as she picked up another cupcake. "I do hope you're right, Spikey."

Twilight took the last bite of an apple-cinnamon cupcake and set the paper wrapper down. She moved the pastry around in her mouth, enjoying the subtleties of flavor. She savored the sweet cinnamon, the warm, baked-in apple pieces… Apples. Why was that word pricking at the back of her memory?

She swallowed her mouthful as the memory dawned on her. "Spike, we were supposed to pick up an order of fresh apples from Sweet Apple Acres today, weren't we?"

"Oh yeah. I think we're late," Spike said. He licked the remainder of some green icing off the ends of his thumb and forefinger.

"We'd better get down there before AJ starts worrying."

Twilight and Spike exchanged parting words with Mrs. Cake and their friends, and walked outside. Several crows passed overhead. As Twilight trotted across the town square with Spike riding on her back, she saw crows perched on the roofs of houses and pecking around in the street for stray morsels. The birds were everywhere.

Spike's eyes darted anxiously all around and he crouched down as close to Twilight as he could, clutching tightly to her mane.

Twilight began to wonder if she should be worried too. She'd never seen anything like this in Ponyville before. Well, not since the parasprites. She decided that as long as these birds didn't start coughing up copies of themselves, there was hopefully no need to panic. Still, the very thought of the parasprites made her unduly nervous.

She heard a commotion up the street and someone yelling. Moving closer, she saw that it was Scootaloo. The orange pegasus filly was fighting with a group of birds perched on her scooter. "Hey, get off!" she yelled. "That's my scooter!" She swung at them, but they just flew up to avoid her flailing hoof, then settled back down on the handlebars of the scooter.

Twilight sighed. "Come on, Spike, let's go help her."

Twilight galloped towards Scootaloo, lit her horn, and created a strong wind. The wind hit the crows like a freight train and they clamped down hard with their talons to keep their grip on the handlebars. The wind blew their heads back until it looked as if their eyes may launch right out of their sockets. They suddenly lost their grip, squawking as they fell, tumbling away from the scooter.

Scootaloo looked relieved. "Oh… thanks, Twilight. I thought I'd never get my scooter back." She mounted her scooter and secured her helmet on her head. "These crows are everywhere. It's crazy!" She sped away across the square.

"So I gather."

.

Twilight and Spike followed a dirt road outside of town, lined by a white picket fence. There were corn and cotton fields beyond the fence and tall, shady trees overlooking the road. Thankfully, there was not a crow in sight. Twilight breathed in the pleasant scents of the countryside. The lavender was definitely in full bloom today. Something bothered her, though. As many crows as had been in town, there hadn't been nearly enough there to account for all the birds that she had chased away from her house. Where had the rest of them gone?

Someone suddenly cried out. "HELP! Somepony! Anypony!"

Twilight gasped, fearful. She recognized that voice anywhere. It was Applejack. She didn't have to go looking for her. The orange earth pony with her blonde mane pulled back into a ponytail came galloping around a bend in the road toward Twilight. She skidded to a halt in front of the unicorn, putting one hoof to her head to keep her cowgirl hat from flying off. "Oh Twilight, thank goodness!" she said.

"Applejack, what is it?" Twilight said. "Are you alright? Are you hurt?"

"It's birds! Crows! Th-thousands of 'em!" Applejack blurted. "The varmints are all up in my trees, eatin' the season's entire apple harvest! We'll be ruined! Please, you gotta use your magic spells, Twilight. Granny, Big Mac, and I can't handle 'em all on our own."

Twilight set her jaw, determination in her eyes. "Come on, let's go." She took Spike by the nape of the neck and tossed him onto her back. She galloped with Applejack on to Sweet Apple Acres.

.

Upon her arrival, Twilight's heart sank at the sight of the full scope of the disaster. Over half the apple trees in the Apple Family's extensive orchard were covered in writhing black masses of crows. Half the apples in the trees were already eaten and the crows were mercilessly gorging themselves on the remainder.

She saw Big Macintosh in the orchard, bucking trees with his powerful hind legs to drive the birds out. Granny Smith flailed at them uselessly with a flyswatter. "Dag nabbit! Get along, you varmints!" she yelled. "Get along! Git!" Applejack's dog, Winona, ran in circles around the trees, barking madly.

"Oh no," Spike said, staring.

"What are you going to do, Twilight?" Applejack said. "Do you have a magic spell ready?"

Twilight stared in growing dismay at the masses of crows. "I… I don't know. There's so many." It was impossible. There were six or seven times as many birds here than had been at her library.

"What do you mean you don't know?" Applejack said. "Just blast the varmints. Blow their feathers clean off 'em."

Twilight shook her head. "But I can't. Fluttershy made me promise not to hurt them."

"What?" Applejack laughed nervously "Come on now, Twi. She can't possibly expect you to keep your promise in a situation like this. Think sensible here!"

"Applejack, you know it would break her heart if she found out we hurt them. She cares so much for the earth's smaller creatures. I made a promise."

"What in tarnation do you suggest then?"

"I think… I think I may have an idea." Hopefully, it was just subtle enough that the birds wouldn't realize what was going on until it was too late to counterattack. "Big Mac! Granny Smith! Help me gather as much firewood as you can and stack it in circles under every third tree, in about a five foot radius from the trunks! We're going to smoke the crows out!" She motioned to Applejack. "Come on, AJ."

The ponies and Spike galloped into the Apple Family's barn and brought out loads of cut timber. Using her magic, Twilight enchanted everyone's loads, making them lighter so that they were able to make many quick trips. The birds seemed too busy munching on apples to notice the ponies and the dragon stacking the wood underneath their trees, or to guess the wood's purpose if they did notice.

When everyone had lain wood under a third of the infested trees, evenly spaced, Twilight said, "Now everyone gather lots and lots of leaves and put them into one pile. Applejack, get the fire hose from the barn and get ready to spray down the leaves, then we'll pile the wet leaves onto the wood. We want the fires to smolder, not flare up."

The work continued at a feverish pace. Once the piles of wood and leaves were finally ready, Twilight told everyone to stand back. With all four hooves spread and firmly planted on the ground, she stood before the apple orchard and closed her eyes. Her horn glowed brilliantly. Straining mightily, she surrounded each pile of wood and leaves simultaneously with a magical aura. The aura intensified, the piles glowed red hot and then burst into flames. As the aura vanished, Twilight slumped towards the ground, breathing hard.

Applejack ran to her and steadied her with a helping hoof.

Twilight smiled. "Thank you."

The fires burned intensely for a few moments, then slowly died down and began to billow dense clouds of gray smoke. As the smoke traveled skyward, some crows began coughing and cawing in alarm. The smoke billowed up into the lower branches, much quicker than Twilight had expected, sending birds scrambling for higher ground.

Applejack grinned. "Twi, you're just the bee's knees. Your plan's workin' like a dandy."

"Aw yeah! Go, Twilight!" Spike said.

The smoke from the many fires quickly condensed into a singular black pall, overspreading treetops throughout the orchard. The smoke spread havoc among the birds.

They gagged and choked as the dense cloud overwhelmed entire flocks at a time, invading the bird's throats and nostrils and making their eyes water. Dozens fell to the ground where they lay, drawing in ragged gasps of air.

"We did it, Applejack," Twilight said. "They're leaving! Well... mostly." She watched the birds floundering on the ground and felt a pang of guilt seeping into her heart.

The birds were dropping to the ground in masses, most of the flock having had barely any chance to take flight before the smoke overtook them. The guilty pang on Twilight's conscience grew, quickly turning into an ache.

Big Mac and Granny Smith came up alongside Applejack to survey the results of the smoke-out. Applejack cringed at the pitiful sight. "Uh, Twi… I think they're hurt bad."

"Ehh-yup," Big Mac said.

Twilight laughed uneasily. "Well... they're not... permanently hurt. Right? They'll all be okay once they've cleared their lungs."

"And after they've gotten over all the mental trauma," Applejack said.

Twilight's face reddened a little. "Right."

One bird struggled to his feet and turned the Twilight, Spike, and the Apple family. He balled his wing into a feathery fist and shook it vigorously at the ponies, his eyes filled with a hateful glare. Limping to the edge of the orchard, he spread his wings and flew off after his retreating flock. Others made cutting motions across their necks with the leading edge of their wings and followed after him.

"Still," Twilight said. "Fluttershy doesn't need to know anything about this. It'll be our little secret, okay?"

"Only if she doesn't ask." Applejack said.

"Okay, grab the fire hose. Let's start filling barrels with water and dousing these fires."

.

Twilight and Spike arrived in Ponyville without the saddlebag full of apples they had gone to Sweet Apple Acres to pick up. According to Applejack, that had been among the first batch of apples the crows had devoured. On the road back into town, Twilight and Spike had met and flagged down the Ponyville fire brigade, rushing to the scene of the smoke and had some awkward explaining to do.

However, now that they were back, Twilight was relieved to discover that the townspeople, especially the shopkeepers, seemed to have decided that the crows were too much of a nuisance to tolerate any longer. She watched ponies working together to drive the crows out of town wherever the birds appeared. It was working. Maybe this wasn't an ideal conclusion to her ordeal over the past two days, but Twilight decided that her experiences warranted a letter to the Princess.

"Spike, take a letter," she said. Once Spike had a quill and parchment ready, Twilight began. "Dear, Princess Celestia. Today was definitely a test for me. It took all my restraint, patience, and determination to pull through, but I feel I've come out of it all a wiser unicorn. I've learned that sometimes, despite my best efforts to make peace with those who aren't easy to get along with, some people simply don't respond to reason or kindness. At some point I simply have to realize that the burden to change is on them and all I can do is move on and try to tolerate them the best that I can. Signed, your faithful student, Twilight Sparkle."

She closed out the letter feeling a just a little guilty about not revealing the whole truth about what had happened today. At least this long ordeal was finally over.

**Cue ending credits.**

Unfortunately, few things are ever so easy…

x x x x

Refreshed after a good, long night's sleep, Twilight was fully ready to face a new day. She gladly accepted when Rarity asked her to pick Sweetie Belle up from school. Rarity was very busy sewing a special order of dresses for a high-paying client in Manehattan and was unable to make it to the schoolhouse to pick up her little sister herself.

Twilight waited, lying on a bench in the schoolyard, a good book in hoof. The latest Daring Do adventure had come out last week and Twilight was among the first ponies to pick up a signed copy. She'd been lucky enough to catch up with the author herself at a book signing in Fillydelphia.

She'd kept the book well hidden too, so that Rainbow Dash wouldn't find it. Rainbow may be Daring Do's newest biggest fan, but Twilight had years of seniority over the pegasus. No way she was going to give that tomboy the chance to read it before she did! Twilight chuckled to herself as she thought fondly of her rainbow-headed friend.

She paused in her musings to listen to the voices of the colts and fillies inside the schoolhouse raised in song. It was an old folk tune, traditionally sung to conclude each school day. Twilight enjoyed the lilting melody as she closed her eyes, humming along with it. When she opened her eyes again, a crow stood in front of her on the bench, just inches from her face.

Startled, Twilight gasped and drew back. The bird looked her straight in the eyes and made a slicing motion across its throat with the edge of his wing. He took to the air and landed on the jungle gym in the school playground behind her. Twilight turned to look over the backrest of the bench.

The crow was not alone. Other birds perched on the jungle gym with him. And it wasn't just crows. It was sparrows, finches, raptors, waterfowl, even seagulls. Birds arrived dozens at a time, landing on the playground, the schoolyard, the schoolhouse, the trees, and everywhere else in a great and growing mass. They looked at Twilight, glowering at her.

Ears drooping, Twilight sank low behind the backrest of the bench. _Oh shoot. This is really bad._

The schoolhouse doors opened and foals began filing out. Miss Cheerilee soon appeared with them. "Remember, class, be sure to study the section about red and white blood cells," the schoolteacher said. "You can bet your buttons it will be on the quiz tomorrow."

Many of the birds turned their attention to the Cheerilee and the schoolfoals, the same hateful look they'd been giving Twilight lingering in their eyes. Twilight sensed she needed to get the foals away from here as fast as possible. She left the bench and made her way cautiously toward Cheerilee while keeping an eye on the birds, ready for any sudden movements.

Cheerilee saw Twilight as she trotted up the schoolhouse steps. "Twilight Sparkle, it's such a pleasure to see you today," Cheerilee said. "You must be here to pick up Sweetie Belle, aren't you?" She kept her eyes on Twilight, not yet noticing the flocks of birds behind her.

"I still don't see why Rarity has to be soooo super busy that she can't find the time to pick up her own sister from school," Sweetie Belle said, frowning as she walked out through the doors along with Applebloom and Scootaloo. "I mean, come on."

"Oh hello, Miss Twilight," Applebloom said. "Applejack told me all about what happened back at the farm yesterday. I missed the whole thing 'cause I stayed at school late to work on a project. I'm so glad ya got there just in time."

"Cheerilee, we have to get your students away from here, right now," Twilight said. She was unable to disguise the anxiety in her voice.

Cheerilee looked puzzled. "Why? What's the matter?"

"Land sakes!" Twilight heard Applejack's voice behind her. She looked and saw that Applejack had arrived along with groups of parents to pick up their foals from school. The adults stared, open mouthed at the hundreds of birds blanketing the school grounds.

Cheerilee looked out over the schoolyard. "My goodness," she said. "Twilight, I'd say you're right. Let's get the children moving along."

"Applebloom, sugar cube, come to your big sister," Applejack said. "Hurry." Applebloom and the rest of the foals hurried to join their parents and family members with Twilight and Cheerilee following close on their heels. The adults formed a circle to shield the foals.

"Come on, everypony," Twilight said, taking the lead alongside Applejack. "Let's move."

As the group hurried down the street, away from the schoolhouse and towards the town square, birds flew overhead to line the street on either side of the ponies. Twilight felt as if she were moving through a gauntlet.

Applejack leaned in close to her. "Twi? You figure all this is because of... what we did yesterday?"

Cheerilee leaned in. "What did you do yesterday?"

Twilight and Applejack glanced at each other and looked uneasy. "Well..." Twilight began, but stopped when she heard a mare scream close by.

"Aw, hay! Now what?" Applejack said.

The schoolfoals looked about, visibly frightened. Some of the youngest foals began to cry. "Twilight, wha-what's happening?" Sweetie Belle said, looking up at her.

"That sounded like it came from the town square!" Twilight said. "Applejack, stay with Cheerilee and the foals, I'll go find out what's wrong."

Applejack nodded. "Gotcha."

Twilight galloped ahead and into the square, where she discovered everypony there staring up into the sky, their eyes filled with shock and fear. That's when Twilight noticed the eerie shadow falling across the entire square. Looking up, what she saw made her blood run cold.

Birds. Hundreds of birds, thousands, maybe tens of thousands of them filled the sky over all of Ponyville, nearly blacking out the sun. There were flocks of every kind of bird imaginable. Endless hundreds began descending on the town in droves.

Another pony screamed, followed by other fearful voices. Ponies began to flee from the swarm as panic spread rapidly through the square.

Twilight's ears drooped. "Oh no. Oh no, oh no, oh no!"

The bird army attacked in a vicious frenzy. They fell in groups upon ponies, houses, shops, vendor's stalls, everything in sight. They tore at fleeing pony's ears, manes, and tails, overturned carts, scattered vendor's merchandise in the streets, set about tearing thatched roofs to pieces and destroying anything they could get ahold of with their beaks and talons. The entire town seemed to descend into chaos in a matter of seconds.

Twilight cried out as a score of birds assaulted her. Casting them off with a quick blast of magic, she ran, searching franticly for shelter. Any shelter. She took every chance opportunity she could to blast birds off of other ponies as she passed them.

She saw a phone booth up ahead, next to the sidewalk. On a desperate whim, she galloped straight for it. There was nowhere else to shelter in the open square.

Before she reached the booth, cries for help caught Twilight's attention. Skidding to a to a halt, she searched for the source. To her left, a family of three huddled against an overturned produce cart. A mare stood over a small filly crouched beneath her while a stallion shielded them both against a frenzied onslaught of birds. He batted at them with his forehooves but it was clearly a losing fight.

Twilight galloped toward them, reached out with her magic and cast a forcefield around the family. This left her completely open to attack and the birds tailing her took immediate advantage. They swarmed her and she bucked at them with her hind legs. One hoof hit a long-legged heron in the face and the bird fell back against a group of his friends, toppling them all over.

Twilight called out to the family inside her forcefield, "Get out of here! Run! I can't hold this for long!"

The family didn't hesitate to obey. Twilight kept the forcefield up around them until they managed to dash inside a nearby building. As soon as they were safe, she made a break for the phone booth again.

She rushed inside the booth, slammed the door behind her, and cast her forcefield around the booth. The birds raged outside, pressing against the forcefield en masse and putting tremendous strain on Twilight to maintain the spell. She clinched her teeth and pushed back hard.

A stallion, under attack by geese, stumbled into view and fell against the door of the phone booth. He yelled, banging on the side with his forehooves. "Help, let me in!"

For a moment, all Twilight could do was stare at him, paralyzed with fright. Forcing herself to focus, she said, "Hang in there! I'm opening the door!"

She dropped the forcefield and reached for the door handle but the birds immediately surged against the booth, tipping it and throwing her off balance. The booth teetered precipitously, the birds struck it again, and it tipped over completely.

Glass shattered all around Twilight as the booth struck the ground. The birds climbed all over the frame of the booth, jamming their heads through the gaps in the broken glass to snap at her with their beaks and bills.

"No! Get the hay away from me!" Twilight yelled.

A crow managed to get a hold on her left ear and jerk on it. Twilight cried out in pain and planted a hoof across the bird's jaw, sending it reeling. "Ha! You didn't know about Twilight Sparkle's famous killer left hook did you?"

For all the good it did. Birds simply crowded in to take the crow's place.

A streak of orange flashed into Twilight's peripheral vision and slammed into the birds. "Get away from her, you varmints!"

_Applejack! Oh, thank Celestia!_

With the birds momentarily dispersed by Applejack's body slam, she hooked a foreleg under one of Twilight's, pulled her out of the mangled phone booth, and pulled her to her hooves. "Come on! Let's get you outta here!"

On instinct, Twilight took hold of the fallen stallion with her magic, lifted him into the air, and pulled him along with her as Applejack led the way. They sprinted together across the town square until they reached Sugar Cube Corner.

Applejack banged hard on the front door. A moment later, there was the sound of something heavy being moved from the door, then it opened. Twilight pulled the stallion inside the bakery while Applejack dashed in behind them and slammed the door. The terrible shrieking din of the raging birds outside instantly dropped to a muffled commotion. Applejack replaced a heavy board across the door, barring it.

Applebloom, waiting just inside along with Scootaloo and Sweetie Belle, ran to her big sister and embraced her. "Oh, Applejack!" Her voice cracked with emotion.

Applejack rubbed a hoof in her mane. "Hey, easy there, sugar cube. I'm just fine. We're all safe now."

Twilight helped up the stallion she had rescued and checked to make sure he was uninjured. After he thanked her, she took a look around the room. Stallions, mares, parents and their foals were huddled like war refugees in almost every square foot of the room. Many she recognized as regulars from the square: Rose, Bonbon, Derpy...

Mr. and Mrs. Cake stood behind the bakery counter, trying to comfort Pound and Pumpkin, who were bawling. Stallions worked along the walls, putting boards across the windows and nailing them into place. Twilight spotted Miss Cheerilee, along with her entire class and everypony who had shown up at the school. She saw with relief that Pinkie Pie and especially Spike were safely inside too. She had sent Spike into town on errands before she left to pick up Sweetie Belle, and she hated to think what might have happened to him if he were still outside.

The sounds of destruction beyond the walls of the building cast a constant pall of gloom over Sugar Cube Corner. There was very little conversation going on in the room. Many just looked at the floor while others comforted sniffling foals.

Twilight and Applejack, followed closely by Applebloom and her friends, approached Pinkie and Spike where they sat on their haunches at a booth table. "Thank Celestia," Twilight said, "I'm so glad you two are safe and sound."

"Twilight, there you are," Spike said. "Are you okay? Are you hurt?"

Twilight gave a weary sigh. "Don't worry, Spike. I'm not hurt." Realizing how she sounded, she hoped he understood the sigh wasn't directed at him.

"It's a madhouse out there!" Pinkie said. "And I thought _my_ parties get crazy."

"You're safe now, Twilight, but what about Fluttershy?" Spike said. "Or what about... what about _Rarity_? You think they're okay, Twilight?"

She looked into his eyes. _Poor guy. He's worried sick_. Twilight tried her best to put on a confident smile. "I'm sure they'll both be safe as long as they stay indoors. Rarity wasn't planning on leaving her boutique all day while she works on her dresses. Fluttershy lives outside of town, so I'm sure the birds haven't bothered her. They seem to be interested mostly in the town itself right now."

She hated lying. In reality, she wasn't at all sure whether or not Rarity or Fluttershy were safe. But what could she do? Going outside would be suicide. She was powerless to do anything to save Ponyville and it made her so angry! She became red in the face and turned away from her friends, trying her best to hide her emotions.

There was a sudden banging on the front door and the muffled cry of a voice outside. "Let me in! For the love of Celestia, let me in!"

Twilight gasped. "Rarity?" She rushed to the door, lifted the bar and opened it. It wasn't Rarity; it was Rainbow Dash!

The blue pegasus with a rainbow striped mane and tail spilled into the doorway as birds still clung to her, screeching and tearing at her ears and mane. More birds crowded in behind her, trying to force their way into the building. Ponies recoiled from the terrible sight. Foals whimpered in fear, some crying out as adults dashed in front of them to shield them.

"Get 'em off me!" Rainbow Dash cried. "Get 'em off me! Twilight, help!"

Twilight blasted several birds back out of the door with bolts of magic while Applejack galloped to Rainbow Dash and began battering the birds off of her with well-placed hoof strikes. The birds retreated outside and Twilight slammed the door, quickly replacing the bar.

Rainbow Dash rose shakily to her hooves. She had an enormous black eye, swollen almost completely shut and she was bruised and scratched all over her body. Twilight helped her steady herself.

"What the hay is happening around here, Twilight?" Rainbow said breathlessly. "I'm flying into Ponyville to visit the joke shop, minding my own beeswax, then suddenly I'm attacked by a crazy flock of birds! About fifty of them surrounded me. They forced me to the ground and started wailing on me! They were everywhere! I couldn't get away from them!"

"Rainbow," Twilight said, "Is there anypony else out there?" She led her friend back to the booth table, supporting her as Rainbow walked, limping on her left hind leg.

"I didn't see any other ponies in the square," Rainbow said. "Of course, I was being pulverized by birds at the time so I'm not totally sure. Why are they here, Twilight? Do you have any idea what these birds want?"

"I think they have what they want for now," Twilight said. "Me. Us. In here, running scared and hiding like rats in a cage. It's called revenge." Twilight felt the oppressive weight of guilt bearing down on her spirit. It ached. If only she had handled things with the crows differently somehow… maybe all this wouldn't be happening.

"This makes no sense!" somepony said.

Twilight turned to see a middle-aged brown stallion wearing glasses and a plaid bow-tie.

"Birds lack the intelligence and coordination to make a concentrated attack like this," the stallion continued. "And this interspecies cooperation... I've never seen anything like it!"

Twilight looked at him with a raised eyebrow. "And you are?"

"Oh, excuse me," he said. "Professor Thad Knowitall, Ponyville Community College. My specialty is in ornithology."

"I didn't know we had a community college," Pinkie said.

"Yes, Pinkie," Twilight said. "I see students from the college coming into my library all the time."

"What should we do, professor?" Spike asked anxiously. "How can we save the town?"

Professor Knowitall glanced at Sweetie Belle, Applebloom, and Scootaloo, who were also looking at him in anxious anticipation of his answer. "Well... I suppose we could start by—" he began.

"There's nothing you _can_ do," another pony cut in.

Everyone nearby looked at the new speaker. He was a pegasus stallion with a white coat and black mane.

"Now this is no time to spread around defeatism," Knowitall said. It's is hardly much comfort to the children, who are sorely in need of assurance right now."

The white pegasus shook his head. "There's no use denying it. It's the end of the world, everypony! It's time for us all to repent of our misdeeds before it's too late! The Birdocalypse is here, just as the ancients foretold. For it is written that in the last days, out from the gates of Tartarus a dark avian swarm shall go forth and cover the face of the whole earth, bringing with it a plague of eternal chaos that shall pave the way for the Dark One's return to our world! Thus speaks the Blind Prophet of Trotsylvania!"

His words had an immediate effect on the mood of the room, evoking fearful murmurs from the surrounding crowd.

"For Celestia's sake, man! Keep your voice down," Professor Knowitall hissed.

Applebloom looked up at Twilight with big, frightened eyes. "Miss. Twilight? Do you really think this could be the end of the world?"

Twilight began to get annoyed. "The Birdocalypse is just an ancient myth," she blurted, glaring at the white pegasus. "This attack has nothing to do with the end of the world."

"Open your eyes, young lady," he said. "Have you not witnessed that madness outside? Can you not hear it? The Birdocalpyse is real and it's happening as we speak!"

"No, listen! You don't understand. It's… this is my fault. I'm responsible for all of this."

Applejack put a hoof on Twilight's shoulder. "Now hold on, Twi. You can't go blamin' yourself. I was just as gung-ho about your smoke 'em out plan yesterday as you were. I'm just as much to blame as anypony."

Twilight turned away, unable to meet Applejack's eyes. "I wish it made me feel any better to hear you say—"

A heavy, crashing thud came from upstairs, causing all the ponies in the room to fall silent. Everyone stared up at the ceiling. Foals drew close to the adults, some unable to suppress whimpers of fear.

Twilight spoke in a hushed voice. "Uh… AJ? Did you see anyone go upstairs?"

"A couple of the boys went to board up the upstairs windows just a few minutes ago. I think," Applejack said.

Twilight ventured a sidelong look at Applejack. "Do you want to go check?"

"Not really. Do you?"

"No." She paused and considered it for a few moments. "I'd better go check it out."

"Right. I'm comin' with you."

Applebloom tugged on her sister's tail and looked up at her with pleading eyes. "Applejack... no."

Applejack turned to her sister and hugged her briefly. "Don't worry about me, little sis. Twilight an' I will be right back. I promise."

"I'm coming too," Rainbow Dash said. "There's no way I'm letting you two go up there without backup." Rainbow grimaced, clearly in pain as she stood up and tried to straighten.

Twilight moved quickly to Rainbow's side to steady her. "No, Dash. You're pretty beat up. I don't think it would be such a good idea for you to be moving around right now. You need to get that leg wrapped and put some ice on that black eye."

"No way! I said I'm going with you."

Twilight shook her head. "Rainbow, in your condition you would be useless up there and you know it." She saw the fight still strong in Rainbow's eyes and sighed inwardly. She wasn't going to let this go easily, was she?

"But you can't expect me to just sit here!"

"That's exactly what I expect," Twilight said firmly. She paused, then continued in a softer tone, "You're a brave friend, but you're not doing us or yourself any good trying to walk around on a lame leg. Besides, Applejack is strong and you know I'm no slouch with spells. I'm sure we can handle whatever we find up there. Now come on. Please sit down."

Rainbow settled back down with Twilight's support, grimacing again as she took her seat. "Maybe you're right. You two just watch your flanks up there, okay?"

"You know we will, Dash."

Twilight and Applejack walked to the stairs leading to the second floor of Sugar Cube Corner and made their way cautiously upwards. Twilight took the lead while keeping her horn aglow with a charged defensive spell. The stairs creaked under their hooves, amplified by the silence around them as they reached the second floor. The hallway before them was dark, all the windows boarded over. Scarce rays of light came through cracks between the boards, shining against the dust lingering in the air.

"Twi, do you hear that?" Applejack said quietly.

Twilight frowned and looked at her. "I don't hear anything."

Applejack met her eyes. "Exactly."

Twilight stopped. That's right. The birds, she couldn't hear them outside any more. She had the distinct feeling that this was _not_ a good thing.

"I don't like this, Twi," Applejack said, shaking her head. "I don't like it one bit."

The two ponies continued forward into the hallway. Four rooms branched off from it.

"Let's split up and search each room," Twilight said.

Applejack looked at her. "Are you sure?"

Twilight nodded.

Applejack paused and looked down the hallway, then turned to Twilight. "Alright." She continued forward and entered the first room on the left. Twilight waited for a moment to see if she would be okay. When Applejack didn't run back out screaming or anything, Twilight proceeded into the first room on the right.

Inside, she could see a bed, a dresser, a closet and some balloons tied off at the foot of the bed. This must be Pinkie's room. She moved forward to see further into the room. She stepped passed the bed and bent down to scan the floor. Had someone fallen in here?

She heard a sudden screech behind her. Birds! How did they get in here? Gasping, she whirled and fired a blast of magic at the noise.

Pinkie's scorched gramophone played its last few dying notes, fading to a gurgle before going silent. Twilight stared at it, feeling like an idiot. The screech was the needle lowering onto the spinning record but how had it turned itself on? She studied the gramophone and noticed a timer dial. It must have been set to play at about the time that Pinkie would be getting of work. She ducked back out of the room and saw Applejack poking her head out of the room ahead.

"Are you alright, sugar cube?" Applejack said, eyes wide.

"Yes, I'm okay." She shook her it head. "It was… nothing. Did you find anything in that room?"

"All clear in here."

"Next rooms?"

"Next rooms."

Applejack walked towards the next room on the left while Twilight cast a light spell and walked into the next room on the right. There, Twilight saw a crib, stuffed animals scattered in the floor, and toy chest in the corner. The babies' room. She moved cautiously, checking behind the crib and shining her light into the darkened corners of the room. She turned towards the closet set in the back wall. The door hung halfway open, the inside obscured by the shadow her light cast against it. Twilight walked towards the closet but froze when she heard the door creak.

She felt her heartbeat jump. The door moved! Or did it? She could have sworn she saw it move.

Watching the door closely, she waited for her heart to stop racing, then started forward again. She carefully hooked her horn against the edge of the door, then flung it open and sprang back; horn aglow, ready to shield herself. There was nothing inside but bed linens and nursery supplies.

Twilight sighed and relaxed. She was ready to declare the room clear when she sensed movement above her head. Quickly looking up, she found nothing there. She scanned along the walls with her light. There was a soft sound like the fluttering of wings to her left. She immediately shined her light there. Still nothing. Standing still, she listened intently for a few moments. That sound... it couldn't have been her imagination. There it was again, behind her. Flapping wings. She whirled and shined her light again. Nothing. Sweat broke out all over her body as her eyes darted around the room. She heard the sound once more, further away this time._Out in the hallway!_

She galloped through the doorway and collided with Applejack outside. Both ponies fell backwards and hit the floor.

Applejack propped herself up on an elbow and stared at Twilight. "Land sakes, Twi!"

"Sorry!" Twilight quickly got to her hooves and helped Applejack up. "I heard something. I think a bird flew out this way."

"A bird? I didn't see nothin'."

"There's one more room at the end. Let's go!"

When the two ponies entered the doorway, bright sunlight glared in their faces. It streamed down from a jagged hole in the ceiling, which was partially covered by a single board only half nailed on. A tall stool lay on its side beneath the hole and a motionless stallion lay next to it.

_Oh no_. Twilight rushed to the stallion, knelt down next to him and checked him closely. "He's breathing! Applejack, help me get him downstairs!"

Twilight paused when she heard a commotion somewhere in the darkness beyond the shaft of light coming through the ceiling. She cast a light spell that illuminated the entire room and revealed birds lining every inch of the walls and ceiling. When the light fell over them, there was an explosion of wings and feathers as they all launched themselves at Twilight and Applejack.

Twilight threw up a forcefield that stretched across the width of the room in front of her. "Applejack, take the stallion! Run!"

She braced herself just as the birds slammed into her shield with crushing force. Her hooves skidded on the wooden floor as she was pushed back a few inches. She cried out under the shock of the impact.

Applejack rushed to her. "Twilight!"

"Applejack, take him downstairs! After he's safe, send up every adult unicorn in the building! I need help to reinforce the shield!"

"No!" she said firmly. "Ain't no way I'm leavin' you up here all alone!"

"There's nothing that you can do here, AJ!" She strained against the birds as her hooves skidded further across the floor. She quickly replanted her hooves and pushed forward, regaining a slight bit of ground. "I can't... I can't hold this forever. It's going to collapse! Applejack, you have to go! Now!"

Twilight could tell that Applejack still wanted to protest, but the earth pony nodded anyway. "I'm coming' right back for you," she said. "Don't you worry!" She put one of the stallion's forelegs over her strong shoulders, dragged him back through the hallway and down the stairs.

Twilight fought against the birds with all the magic she could muster. The birds pushed forward, screeching and batting against the forcefield in a furious rage. Twilight could see a rush of birds continuing to flood into the hallway from the room at the end, constantly swelling the mob that pushed against her forcefield. They forced Twilight to give up ground, steadily pushing her back through the hallway until she was only a few feet away from the stairs.

"You're not... getting... to... my friends, dumb... birds!" Twilight said through clenched teeth, even as she felt her last reserves of strength slipping away.

Through the din of the screeching birds, she heard a clatter of hooves coming up the stairs. Moments later, she felt as if an enormous burden was suddenly lifting from her shoulders. It was a unicorn mare and two stallions, horns aglow, channelling their magic into Twilight's forcefield.

"Oh, thank Celestia!" Twilight said breathlessly, hope surging in her heart.

The four unicorns abruptly halted the birds' relentless advance, but Twilight could feel the pressure on her spell, enormous and still growing.

Twilight heard the commotion of another pony rushing up the stairs. A young unicorn mare with a turquoise coat and a lyre for a cutie mark appeared at the top of the stairs. "Okay, I'm here!" she said. "Uh... what do I do?"

"Lyra, the forcefield!" Twilight said. "Add your magic to our spell!"

Lyra blinked and stared at the mob of birds raging against the shimmering magical barrier. "Oh! Right!" She lit her horn and Twilight felt her forcefield strengthen further, if only a little.

After a few moments of thought, Twilight decided on a different task for Lyra. "Lyra, let us hold the forcefield for now and you cast a spell to tear the boards off the window at the far end of the hallway!" she said. "We'll push the birds out through there! I'm altering the ley frequency of the forcefield to allow spells through!"

Lyra nodded quickly. "Right!"

Twilight waved to the mare and the two stallions. "Hello. I'm Twilight Sparkle. Who do I have the pleasure of soldiering with?"

The younger of the two unicorn stallions smiled and waved back. "I'm Seaspray. This is my dad, Riptide."

The older stallion nodded. "Hello."

"My name is Stardust," the mare said.

Twilight smiled. "I'm very pleased to meet you all."

"Twilight, the window's open!" Lyra said.

"Everyone, push!" Twilight commanded.

All five unicorns brought their horns close together and marched forward, pushing the forcefield ahead of them. The birds faltered against the strength opposing them. They rapidly lost ground but refused to give up the attack. It didn't matter. They were no match against teamwork and determination.

"Yay! We're winning!" Lyra said. She glanced at Twilight. "We're winning, right?"

Twilight grinned at her triumphantly. "Yes, Lyra. We're winning by the power of friendship and magic—"

A crash from inside the room at the end of the hallway cut her off. It sounded as if the entire roof in there had just collapsed! There was the sound of the beating of heavy wings and a huge, feathered form entered the hallway. The enormous bird nearly filled the hallway's entire width. The other birds halted their attack on the forcefield and made way for him as he lumbered towards the magical barrier and the unicorns.

"Oh my gosh!" Twilight said. "That's a roc!"

"A rock?" Lyra said. "It looks more like a monster bird than a boulder to me!"

"No, Lyra. A _roc._ It's a giant, fire-breathing eagle native to far eastern lands. I had no idea there were any in Equestria."

"Incoming!" Seaspray yelled.

The roc reared its head back and let loose a veritable explosion of flames against the forcefield. The effect was staggering, nearly throwing Twilight off her hooves. The roc blasted the forcefield with his fire breath again and again.

"Everypony, hold it together!" Twilight said. "We can do this! Don't give up!"

Twilight strained against the crushing force of the roc's fire, determined not to give up any ground. She discovered the effort depressingly futile. As the unicorns were forced back, the space between them and the back wall of the hallway shrunk until they were almost crushed against it. It was clear that the roc meant to take them out of commission any way he could. Maybe permanently.

"No! This... can't be how it all ends! Not now!" Lyra said. "I haven't known what it's like to have _hands_ yet!"

"Nopony's dying today, Lyra," Twilight said. "Not on my watch!"

The roc's next fire blast seemed long in coming, then Twilight realized the giant bird wasn't paying attention to the forcefield any more. He had his head cocked to one side as if listening for something. Twilight heard a loon's call in the distance, soon joined by a chorus of its fellows.

The roc turned from the unicorns, towards the window at the far end of the hallway, and blew the entire wall out with a blast or fire. It flew outside and the rest of the birds followed him, streaming out of Sugar Cube Corner until not one was left inside.

Twilight stood there utterly bewildered. "What the hay?" She slowly dropped the forcefield. The unicorns all looked at each other. No one knew what to say.

There was a sudden peal of thunder outside, followed by several bright flashes of lightning. Twilight could hear rain coming down hard on the roof above her. She crept up to the edge of the gaping hole that used to be the far wall and peered outside. Strong wind whipped around the jagged edges of the hole blowing stinging, almost horizontal rain into her face. She shielded her face with a hoof as she tried to see through the deluge.

She saw birds leaving Ponyville in great flocks, fleeing from a storm more powerful than any she'd seen before. It was a total evacuation. Even the largest of the birds struggled to fly in the strong winds, but they were leaving nonetheless. Twilight looked up into the sky where she could just make out the shapes of pegasi moving quickly but stealthily above the dark, billowing clouds. They seemed to be taking unusual caution to stay hidden from view. Good idea. The birds would go crazy with rage if they found out.

Twilight watched until there were no more birds in sight, then ducked back onto the building. She looked at the unicorns gathered around her. "They're gone." she breathed, almost not believing it herself.

"Hooray!" Lyra said. "We won then!"

"Yeah, Lyra. We won." Twilight turned and stared out the hole in the wall again, watching as the storm began showing signs of subsiding They'd won. Then why didn't she feel happy about it?

.

Twilight and the other unicorns arrived at the bottom of the stairs where Spike, Applejack, and Pinkie Pie were waiting anxiously to meet them.

"Twi, you're okay," Applejack said. "You—" she paused and studied her friend's dishevelled mane and haggard, drawn face. "Wow... y'all look terrible."

"The birds are gone," Twilight said.

"Wow! Really?" Spike said. He breathed a long sigh of relief. "I thought this nightmare would never end!"

"Yeah, we won big time," Lyra said, grinning. "Cloudsdale brought a huge storm and kicked the bird's butts out of town!" She stretched out a hoof to Spike. "Hoof bump!"

Spike accepted the gesture. "Right on!"

"What happened up there?" Pinkie Pie said, leaping in front of Twilight. "It sounded epic! After you guys ran up there, it was all quiet, then suddenly, bam! Then you guys started yelling, then AJ comes running down, then all the unicorns run up, then there's more yelling and banging, then boom! And then—"

Applejack quickly plugged Pinkie's mouth with a hoof. "She knows, Pinkie Pie. She was there." Applejack approached Twilight and rested a hoof on her shoulder. "Hey, Twi?" she said softly. She shook Twilight's shoulder when she didn't answer. "Twi?"

Twilight looked at her. "Huh?"

"Are you okay, sugar cube?"

"Yes, I... I will be, I think."

"It's safe to go outside now, everypony," Lyra said loudly, addressing the room. "Cloudsdale made a huge storm and chased all the birds away! They came through for all of us!"

There arose an immediate chatter of excited voices throughout the room. Several foals gave joyful cheers. Stallions moved to unbar the door and pull boards off the windows. Thin rays of sunlight came in through the open door as ponies trotted outside. Twilight made her way there but she stopped just shy of the outside world. She craned her neck to look outside, half expecting a group of birds to swoop down and attack her the moment she showed her face. None did.

The square was flooded with pools of water and the wind and rain had slowed to a drizzle. Everywhere, clouds slowly parted, letting the sunshine through to bathe the town in warmth.

"Wow, Cloudsdale sure did come through!" Rainbow Dash said, standing awkwardly on three legs with the left hind one wrapped in a splint. "I wonder who organized them?" Twilight watched a pair of pegasi, a young stallion and a colt swoop down from the clouds and hover low over the Sugar Cube Corner refugees.

"Hey, everypony," the stallion said. "How's it going?" Twilight recognized the pair. It was Thunderlane and his little brother, Rumble.

"It's the middle of the afternoon, Thunderlane," Rainbow said with a teasing grin. "I see you finally decided to get up for the day."

"Yeah, it's a good thing little Rumble here saw what was happening down here and came to wake me up, or else I would've never gotten the weather teams together in time." He rubbed a forehoof into his little brother's mane. "Thanks, kid."

Rumble smiled. "Aw. It wasn't anything."

Rainbow stared at Thunderlane. "Wait... you mean _you_ organized the weather teams?"

"With some big-time help from Rumble," he said. "This was his first official mission as a junior weather team member too. I'm majorly proud of him."

"We could all hear the storm from inside. It must have been huge."

Thunderlane made a wide gesture with his forelegs. "Only the biggest _ever_. It was awesome!"

The roof of a house that had been under construction across the street suddenly caved in on itself. The weight of it crushed the unfinished framework underneath and brought the entire building down with it. A plume of dust came up from the ruined structure and rubble and pieces of scaffolding scattered out onto the flooded street.

Thunderlane stared at it for a few moments and then turned back to Rainbow. "Maybe… we overdid it just a little.

More than just a little, Twilight thought. She looked around, taking in the scene of the waterlogged town. Everywhere, roofs had been blown off, walls collapsed, and debris filled the cobblestone square and surrounding streets. One dazed pony took refuge inside an overturned cart, floating on one of the many pools of water in the middle of the square.

Twilight left Sugar Cube Corner and Spike followed her. Traveling west from the square, they walked slowly through the ruined streets of Ponyville. Twilight took in the constant sights of destruction without saying a word. She was silent for so long that Spike began to look concerned.

"Hey Twilight, are you okay?" he asked.

She motioned out over the town with a hoof. "Look at this, Spike. It's a disaster."

"Yeah, you could say that. Or you could say it's a calamity. Or like— a total _catastrophe_."

Twilight slowly turned her head to look at him.

Spike cleared his throat. "Oh. Sorry." He thought for a few moments. "You think writing a letter about it would make you feel better?"

"It certainly couldn't make me feel any worse."

Spike took out a quill and sheet of blank parchment. "Ready when you are."

She sighed heavily and began. "Dear, Princess Celestia. I've had a really lousy day. If it's not parasprites destroying the town, it's an army of birds. We beat them today but at what cost? Tomorrow we'll be rebuilding the town for... what? The third? Fourth time since I moved here? I've lost count. Is it me, Princess? Am I the one responsible for all these awful disasters befalling Ponyville? I'm sure there's some great lesson that you'd want me to learn from all of this."

She fell silent and sat down, staring at the ground for a long time. "I don't know. Signed, your faithful student, Twilight Sparkle."

Spike sent the letter of with a puff of green flame and turned back to her. "You feel worse now, don't you?" He sighed. "I'm sorry I suggested the letter."

He paused for a moment then said, "If it makes any difference, I don't think it's your fault at all, Twilight. I think that the princess would want you to learn that you can't always solve things on your own. Sometimes stuff just happens."

Twilight looked at him with tired eyes. "That's as good a lesson as any, I guess." Reaching over with a forehoof, she patted him on the head and managed a smile for his sake. She knew he really hated seeing her depressed like this. "Come on, little buddy. Let's go home."

**Cue ending credits for real.**


End file.
